The failed purchase offer (OPA) that BBVA launched on Banco Sabadell has already become the longest in the history of Spain. Until now it was the attempted purchase of Endesa by Gas Natural (in 2005), which ended up in the hands of Enel and Acciona, which then left the electricity company in the hands of its Italian partner.
In the case of BBVA and Sabadell, it is a journey of almost a year and a half full of ups and downs, winks to the shareholders of both entities and arguments for and against each movement. Although it was expected that on Friday the National Securities Market Commission (CNMV) would announce how many shareholders have responded to the proposal put forward by the Basque bank, the news finally broke this Thursday night: an insufficient 25% of the shareholders have given their approval.
Once we know the result of this takeover bid, we review the most important dates of an offer that for many has become endless. Even more so when both banks have already explored their integration – in that case, in a friendly and not hostile manner as now – in the middle of the pandemic.
These are the most important dates of BBVA's takeover bid for Sabadell:
– April 30, 2024: BBVA informs the CNMV that it has proposed “a possible merger” with Banco Sabadell, after a leak of the conversations. Sabadell's response was immediate and flatly rejected the merger with its competitor. The same occurs with the majority of political and union forces, who do not welcome an operation that will increase the concentration of the financial system.
– May 9, 2024: BBVA confirms its intentions with a hostile takeover bid, not agreed upon or agreed upon with its rival. At that time, he offers a newly issued BBVA share for 4.83 shares of the Catalan bank, to which he will add 0.70 euros in cash. The objective is to be the second largest bank in Spain behind Caixabank. The offer coincides with the campaign for the elections to the Generalitat of Catalonia, which will be held just three days later, on May 12.
– May 24, 2024: BBVA presents the takeover bid for all of Sabadell's shares to the CNMV, the body that will have to review the prospectus, the document in which it gives all the details about the operation. It is not the only request for approval that the bank has to make, because in the following weeks it does the same with supervisory and regulatory bodies such as the European Central Bank (ECB) and the National Markets and Competition Commission (CNMC).
– July 5, 2024: The bank chaired by Carlos Torres approves, at a shareholders' meeting, the capital increase with which it finances the takeover bid. The support is majority, because it reaches 96% of BBVA shareholders. This increase consists of the putting into circulation of more than 1,126 million shares, which represents almost 552 million euros. These are the shares that BBVA has offered to Sabadell shareholders in the exchange.
– November 12, 2024: In the previous weeks, BBVA obtained the approval of the operation from the ECB and slightly changed the share exchange, to adjust it to the ordinary dividends that Sabadell has paid. That November 12 is key because the CNMC decides to take the analysis of the operation to Phase 2, for detecting, for example, that there is a risk of competition in the SME market. This decision by the body chaired by Cani Fernández means extending the takeover bid for several months.
– January 22, 2025: The board of directors of Banco Sabadell approves the return of its headquarters from Alicante to Catalonia, which is a wink for the small shareholders of Sabadell and the government chaired by the socialist Salvador Illa.
– March 28, 2025: BBVA once again adjusts the price of the takeover bid, after the payment of dividends, which remains at one BBVA share and 0.70 euros in cash for every 5.3456 Sabadell shares.
– April 30, 2025: The CNMC approves with conditions the takeover bid of BBVA by Banco Sabadell. A green light with requirements that opens the door for the Government to analyze the offer. Competition points out that the “operation represents a threat to effective competition in certain areas of the retail banking and payment services market” and accepts the commitments assumed by BBVA. For example, the entity indicates that it will not abandon “any municipality in which, as a result of the operation, any of the parties with a single competing office is present, including eight municipalities in which the parties are currently located without any competitor; there is no other office of the resulting entity less than 300 meters away.”
– May 6, 2025: The Ministry of Economy opens a public consultation on the takeover bid based on criteria of general interest, which will last a week. The objective is to know what society thinks before raising the operation to the Council of Ministers.
– June 24, 2025. The Council of Ministers approves the takeover bid with the condition that for three years – extendable to five – both entities maintain separate legal personality and assets; in addition to autonomy in the management of the activity, which removes the prospect of a merger in the short term.
– July 1, 2025: Sabadell agrees to sell its British business, TSB, to Banco Santander for 2.9 billion pounds (the equivalent of about 3.4 billion euros). This will allow the delivery of a historic extraordinary dividend of 2.5 billion euros, which shareholders will receive in 2026, once the transfer of TSB to the entity chaired by Ana Botín is completed.
– July 17, 2025: The European Commission opens an infringement procedure against Spain for the laws on which the Government relied to evaluate the takeover bid. The community executive considers only the European Central Bank (ECB) and the national competition authorities (CNMC) should have ruled on the operation.
– July 24, 2025: Sabadell gives a new nod to its minorities and presents a strategic plan until 2027 that contemplates a remuneration for shareholders of 6.3 billion over three years, including 2.5 billion for the sale of TSB.
– July 31, 2025: BBVA responds to the rain of dividends from Sabadell with its own remuneration policy, which involves a distribution of 36,000 million until 2028. At the same time, it begins to open the door to the offer not being a success. “If the takeover bid doesn't happen, then it doesn't happen. We're moving forward,” acknowledges its president, Carlos Torres.
– August 6, 2025: In an unusual move for a listed company, Sabadell calls two shareholders' meetings in the month of August, which are held in succession. In them, investors mostly give their approval to the sale of TSB and the mega-dividend that this divestment will allow. Two movements that seek to complicate the outcome of the operation for BBVA, but it confirms that it will continue with its offer.
– August 17, 2025: BBVA announces that it has appealed to the Supreme Court against the Government's decision to prevent its merger with Sabadell, because it understands that not being able to merge in at least three years could cause “irreparable harm” to its legitimate interests. Despite that, it continues with the takeover bid.
– August 29, 2025: BBVA adjusts, for the third time, the exchange. At that moment it remains in one BBVA share and a cash payment of 0.70 euros for every 5.5483 Sabadell titles.
– September 4, 2025: The bank chaired by Carlos Torres acknowledges in a document sent to the US stock market regulator, the Securities and Exchange Commission (SEC), that it is considering waiving the minimum threshold for acceptance of the takeover bid. At first, he assured that he would only continue with the support of more than 50% of the shareholders. Now he tells the SEC that he plans to continue if he stays above 30% and below 50%. In this scenario, Spanish legislation would force it to launch a second takeover bid for 100% of the capital.
– September 5, 2025: The CNMV authorizes the takeover prospectus. At that time, BBVA continues to offer one new share, plus 0.70 euros in cash, for every 5.5483 Sabadell shares.
– September 8, 2025: Beginning of the takeover acceptance period, the moment in which Sabadell shareholders can exchange their securities for those of BBVA. They have 30 calendar days to do so.
– September 12, 2025: The board of directors of Banco Sabadell rejects the takeover bid and recommends that its shareholders not attend because it considers that the price is insufficient. The rejection is unanimous, but a director of Sabadell, the Mexican David Martínez, “respectfully requests that BBVA reconsider it and present a competitive offer, at a price that allows it to achieve the acceptance of at least 50% of the shareholders of Banco Sabadell.”
– September 22, 2025: BBVA requests authorization from the CNMV to modify its offer and improve it by 10%. From that moment on, it changes to an exchange only in shares: one new BBVA share for every 4.8376 Sabadell shares. This request leaves the takeover bid suspended for three days, which is how long it takes for the CNMV to approve the new exchange.
– September 29, 2025: BBVA unexpectedly approves a gross dividend of 0.32 euros per share in cash to try to convince undecided shareholders. It undertakes to pay it after the takeover bid, expectedly on November 7, so that only those investors who accept the offer will receive it.
– September 30, 2025: The board of directors of Banco Sabadell rejects BBVA's improved offer with the dissenting vote of David Martínez, who announces that he will attend the takeover bid with his 3.8%.
– October 10, 2025: The deadline for Sabadell shareholders to accept BBVA's offer has expired, after weeks of growing tension between both entities and the perception that there may be a second takeover bid that delays the end of the operation to 2026.
– October 13, 2025: Sabadell confirms that only 2.8% of investors who have deposited their securities in the Catalan bank have attended the takeover bid. That is equivalent to 1.1% of the total capital, a very low percentage that complicates, for the moment, the success of the operation for BBVA.
– October 16, 2025: BBVA fails in its takeover bid. The bank chaired by Carlos Torres achieves just over 25% of the shares of the Catalan entity.